OCTOPI POKER FORUM, INC.
These Buyer Terms of Service define the terms by which you may purchase products and services on our online poker forum made available for login at https://octopipoker.ai/ and its related domains https://forum.octopipoker.ai and https://pokerforum.ai (collectively the “Forum” or the “Website(s)” and are an agreement between you and Octopi Poker Studios, Inc. (the “Company”) (the Company, Forum, its technology platform (the “Platform”), and our services described below (the “Services”) are collectively referenced as “we” or “us”). By using this Forum, the Platform, and the Services, you expressly acknowledge that you have read, accept, and agree to be bound by these Buyer Terms of Service, as well as any applicable laws hereunder. You should not use this Forum, the Platform, and/or the Services, if you do not agree to these Buyer Terms of Service.
We may modify our Buyer Terms of Service at any time without notice in our sole discretion, and any amendments will apply upon thirty (30) days prior notice, which we will post to the Forum. Your continued use of the Forum, the Platform, and the Services after any amendments go into effect shall signify your acceptance of the amendments. You should return to this page from time to time in order to ensure that you are aware of any changes.
The Privacy Policy posted to our Website(s) also forms part of these Terms of Service. We may at any time modify the Privacy Policy or introduce new policies regarding the use of this Forum. Any reference to our Terms of Service includes all such policies. We may refer to either you or us as a “Party” or both of us collectively as the “Parties.”
Our cloud-based Forum is an online poker marketplace and learning platform in which buyers may shop for and purchase poker-related coaching, training, and content services as well as original poker-related educational content. To be eligible to make purchases on the Forum, the buyer only needs an account at octopipoker.ai. You must be over the age of eighteen (18) to participate as a buyer on this Forum (“Buyer”). Following registration, Buyer will be able to make purchases of products and services from sellers on the Forum, who have been approved by Company to make available products or services (“Qualified Seller”). Each Qualified Seller shall have the right to determine in its sole and absolute discretion the products to sell on the Forum and the nature and scope of services to be offered on the Forum, as well as to define the terms and conditions, prices, cancellation policies, and other applicable terms and conditions for products and services made available on the Forum. Upon the purchase of any service, Qualified Seller will be responsible for working with Buyer to agree on a mutually agreeable time and method of service delivery, except to the extent such terms were otherwise agreed to by the Parties prior to the purchase. The Forum makes available features and functionality enabling buyers to post a review following a completed purchase of any products and services. Posted reviews will be available for viewing by other prospective buyers as well as the Qualified Seller who made the sale to Buyer.
(a) Ownership of the Platform and Forum. Buyer acknowledges and agrees that no title to the intellectual property in the Platform and/or Forum shall be transferred to Buyer or any third party at Buyer’s direction under these Terms of Service. For the avoidance of doubt, Buyer acknowledges and agrees that all right, title, interest, and full ownership in the Platform and Forum shall remain the exclusive property of Company and our software licensors and third-party service providers, as appropriate. Buyer agrees not to remove any trademark, copyright, or other proprietary notices on the Platform or Forum as delivered.
(b) Ownership of Logos and Trademarks. Buyer acknowledges and agrees that Company owns all right, title, and interest in the logos and trademarks used by Company in conjunction with the marketing and advertising of the Forum, the Platform, and the Services, and that no right to use any logos and trademarks is granted herein.
(c) Ownership of Content; Content License. Buyers acknowledges and agrees that Company, Qualified Sellers, and Company’s software licensors or other third-party service providers (“Content Providers”) may publish or otherwise make available content on the Forum and Platform (“Content”), and that such Content Providers shall retain all right, title, and interest in all such Content made available on the Forum and Platform. Buyer shall have the right to view and display the Content published to the Forum in accordance with the applicable terms and conditions as defined by the applicable Content Provider. You and Buyer acknowledge and agree that, except as otherwise expressly stated herein, no right to use, view or display Content is granted herein.
(d) Ownership of Data; Data Use Rights. Buyer acknowledges and agrees that Qualified Sellers shall retain ownership of all right, title, and interest in any data uploaded to the Forum or Platform (“Seller Data”) and Company shall retain ownership of all right, title, and interest in any Company Data generated by the Forum, the Platform, and the Services. For the purposes of these Terms of Service, “Company Data” shall constitute any and all facts, information, records, or metadata generated by the Forum, the Platform, or any Services. Buyer acknowledges and agrees that no data use rights will be made available to Buyer on the Forum.
(e) Feedback; Idea Submissions. We welcome all feedback about the Forum and the Services. Buyer agrees that any feedback provided by him or her to the Forum will not be subject to any obligation of confidence by us, and that we may use any such feedback to make improvements to our Forum, the Platform, and the Services. Buyer expressly agrees to assign all right, title, and interest in all such feedback and ideas to us for our use as we so choose in our sole and absolute discretion.
(a) Update, Upgrade, Modify, Improve Platform. We have the right to make updates, upgrades, modifications, and improvements to the Platform, and to make those updates, upgrades, modifications, and improvements available to buyers on the Forum, in our sole and absolute discretion.
(b) Suspend and Remove Products, Services, and Content. We have the right to suspend or remove any product or service from the Forum at any time for any reason in our sole and absolute discretion. We further have the right to block, remove, and/or permanently delete published Content for any reason at our absolute and sole discretion.
(c) Suspend and Terminate Buyers and Sellers. We have the right to suspend or terminate any Buyer or Qualified Seller’s rights on the Forum at any time for any reason in our sole and absolute discretion.
(d) Refuse to Provide Services. We have the right to refuse to provide our Services to any Buyer or Qualified Seller at any time for any reason in our sole and absolute discretion.
(e) Designate and Replace Merchant Processor. We have the right to designate a merchant processor for the Forum and Platform, by which to process payments from buyers to sellers, which processor we may replace at any time upon prior written notice in our sole and absolute discretion.
(a) Seller Qualification. We will invite and approve Qualified Sellers to make available products and services on the Platform to buyers in our sole and absolute discretion as further described herein.
(b) Hosting and Maintenance. We will host and maintain the Platform in accordance with the standard service levels that we currently make available to all users of the Platform.
(c) Integration of Merchant Processor. We will maintain a designated merchant processor for the Platform, and integrate its merchant processing functionality on the Platform.
(d) Technical Support Services. We will make available to buyers email -based technical support services during our Business Hours. We will also make available a discord server, where you may post your technical support questions to the community and receive responses back from the community. “Business Hours” shall be defined as Monday through Friday between the hours of 9 a.m. to 9 p.m. PT Monday-Friday, excluding recognized Company Holidays. “Company Holidays” shall be defined as the following nationally recognized U.S. holidays: Martin Luther King Jr.’s birthday, President’s Day, Memorial Day, Juneteenth, Veteran’s Day, Fourth of July, Labor Day, Thanksgiving, the day after Thanksgiving Day, Christmas Eve, Christmas Day, New Year’s Eve, and New Year’s Day.
(a) Acceptable Use Policy. Buyer shall be responsible for complying at all times with the Acceptable Use Policy linked at https://octopipoker.ai/aup and incorporated herein by reference.
(b) Billing and Collection. Buyer shall acknowledge and agree that Company will exclusively manage all billing and collection activities arising from the sale of products and services offered by a Qualified Seller on the Forum, and shall cooperate at all times with the management of billing and collection activities in accordance with these Terms of Service.
(c) Exclusive Business Dealings with Sellers on Forum. Buyer acknowledges and agrees that, with respect to any Qualified Seller to whom Buyer is introduced on the Forum, Buyer shall conduct all business dealings with such Qualified Seller exclusively on the Forum and shall not purchase further services from the Qualified Seller outside the Forum for a period of twelve (12) months following the purchase of the product or the completion of the performance of the service. Buyer acknowledges and agrees that he or she is expressly prohibited from circumventing in any way the terms and conditions set forth herein.
(a) Product and Service Fees. All Product and Service fees incurred by Buyer for any purchase will be solely determined by Qualified Seller in its sole and absolute discretion.
(b) Payments. Except as otherwise expressly stated in these Terms of Service, all payments shall be due and payable in full at the time of purchase. All payments shall be made in U.S. Dollars.
(c) Refunds. All payments for products and services sold on the Forum are nonrefundable. Notwithstanding the foregoing, Qualified Seller shall refund in full any payments for products not delivered or services not performed for a reason other than cancellation or failure to perform by Buyer, and in any such case, Qualified Seller shall be solely responsible for all nonrefundable Commission payments to Company and nonrefundable merchant processing fees. In the event of a cancellation or failure to perform by Buyer, Buyer will be solely responsible for the payment of all nonrefundable Commission payments to Company and the nonrefundable merchant processing fees. For the avoidance of doubt, Qualified Seller shall have no obligation to make a refund to Buyer if Qualified Seller corrects a delivery failure or if Buyer and Qualified Seller mutually agree to reschedule the unperformed services on an alternative date and the unperformed services are then performed.
(a) Suspension. Upon written notice, we may temporarily suspend all Services to you for any failure to meet any Buyer Obligation as set forth in Section 6 above.
(b) Termination at Will. Either Buyer or Company may terminate Buyer’s rights pursuant to these Terms of Service at any time in such Party’s sole and absolute discretion and the termination will become effective immediately upon notice.
(c) Effect of Termination. Upon any termination of Buyer’s rights pursuant to these Terms of Service, we shall have the right to immediately and permanently suspend the performance of all Services, and all licenses, sublicenses, and use rights granted herein shall immediately cease and terminate, except to the extent that they are expressly stated to be perpetual or to survive termination. Notwithstanding the foregoing, Qualified Seller shall still be obligated to deliver any undelivered products or perform any unperformed services that were previously purchased until the delivery or other performance is fully performed as previously agreed. Buyer’s account information will be deleted in accordance with the terms of the Privacy Policy. The following terms and conditions shall survive any termination until such time as they are fully exhausted: Section 2, 7, 8(c), 9, 10 (e-g), and 11.
(d) Force Majeure. The failure of any Party to perform any obligation pursuant to these Terms of Service by reason of “acts of God,” acts of governments, terrorism, riots, wars, accidents, deficiencies of material or transportation, pandemic or epidemic, or any other causes beyond its control shall not be deemed to be a material breach of these Terms of Service, provided that the nonperforming or delayed Party provides to the other Party written notice of the existence and nature of such reason for the nonperformance and delay, and resumes performance immediately upon the elimination of the relevant force majeure.
Either Party may disclose certain Confidential Information to each other while you are a registered Buyer on the Forum. For the period in which you are a registered Buyer on the Forum, and for at least five (5) years thereafter, (a) you acknowledge and agree that you shall refrain from using or exploiting any and all of our Confidential Information for any purposes or activities other than those specifically authorized in these Terms of Service, and shall hold Confidential Information in confidence and protect Confidential Information to the same extent and by the same means you use to protect the confidentiality of your own proprietary or confidential information that you do not wish to disclose, and (b) we acknowledge and agree that we shall refrain from using or exploiting any and all of your Confidential Information for any purposes or activities other than those specifically authorized in these Terms of Service, and shall hold Confidential Information in confidence and protect Confidential Information to the same extent and by the same means we use to protect the confidentiality of our own proprietary or Confidential information that we do not wish to disclose.
Neither of us shall disclose or facilitate disclosure of Confidential Information of the other except to employees and independent contractors who are authorized according to these Terms of Service and who have a “need to know such information.” Each Party shall ensure that the employees or independent contractors to whom the Confidential Information is disclosed comply with their obligations under these Terms of Service with respect to the Confidential Information. All Confidential Information made available hereunder, including copies thereof, shall be returned to the disclosing Party or shall be certified as destroyed at the request of the disclosing Party.
For the purposes of these Terms of Service, “Confidential Information” shall be defined as all of the proprietary, non-public information of either Party disclosed pursuant to or in furtherance of these Terms of Service including but not limited to all Technical Information as defined herein. Notwithstanding the foregoing, “Confidential Information” shall not include any information, that the recipient can demonstrate through its records (i) was in its knowledge or possession prior to disclosure by the discloser, (ii) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of recipient, (iii) was disclosed to recipient by a third party with the right to make such a disclosure; (iv) is independently developed by recipient without any use or access to the Confidential Information; or (v) Is the subject of a written permission to disclose provided by discloser. “Technical Information” shall be defined as all proprietary or non-public information, know-how, trade secrets, data, materials, inventions, source code, or discoveries owned by Company that are necessary or useful to the Forum or the Platform and are in the possession of Company as of the date Buyer registers for an account on the Platform.
(a) Buyer Warranty. Buyer warrants and represents that (i) in entering into these Terms of Service, Buyer has not relied on any sales representations other than those expressly set forth in these Terms of Service and those expressly defined by Qualified Seller in its separate terms of service, which are incorporated by reference; (ii) Buyer is authorized to enter into this agreement with Company and has the power and authority to bind itself to the obligations set forth herein; and (iii) Buyer has met all buyer obligations and other requirements set forth herein.
(b) Disclaimer of Other Warranties. THE FORUM, THE PLATFORM, AND THE COMPANY SERVICES ARE PROVIDED ON AN “AS IS” BASIS. USE AND RELIANCE ON THE FORUM, THE PLATFORM, AND THE COMPANY SERVICES ARE ENTIRELY AT YOUR OWN RISK. YOU SOLELY ASSUME THE RISKS OF PURCHASING PRODUCTS AND SERVICES, BEING INTRODUCED TO UNDESIRABLE SELLERS THROUGH THE FORUM AND THE PLATFORM, AND FOR INCURRING LEGAL DISPUTES, OR OTHER LOSSES AS A RESULT OF INTERACTING WITH A PARTICULAR SELLER OR MULTIPLE SELLERS ON THE FORUM. WE DO NOT MONITOR INDIVIDUAL SELLERS ON THE FORUM OR SUPERVISE THEIR SERVICES, THEIR DELIVERY OF PRODUCTS, THEIR COMMUNICATIONS, OR THEIR DEALINGS WITH BUYERS. YOU ARE SOLELY RESPONSIBLE ANY FINANCIAL LOSSES OR OTHER LIABILITIES YOU INCUR AS A RESULT OF USE OF THIS FORUM OR PLATFORM, OR YOUR INTERACTIONS WITH A PARTICULAR SELLER. WE DISCLAIM ANY AND ALL RESPONSIBILITY FOR LIABILITIES OR LOSSES SUFFERED AS A RESULT OF RELIANCE OR USE ON THE FORUM OR PLATFORM, OR ANY PRODUCTS OR SERVICES CONTAINED THEREIN. WE FURTHER DISCLAIM ANY AND ALL WARRANTIES REGARDING THE SKILLS, CHARACTER, PROFESSIONALISM, SAFETY, CRIMINAL, EMPLOYMENT, BACKGROUND, POKER PLAYING SKILLS OR QUALIFICATIONS, AND/OR OTHER PERSONAL HISTORY REGARDING SELLERS OR THIRD PARTIES WITH WHOM YOU MAY COME IN CONTACT AS A RESULT OF THIS PLATFORM. WE ALSO DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR USE OF THE FORUM OR PLATFORM WITH HARDWARE DEVICES THAT DO NOT MEET THE HARDWARE SPECIFICATIONS ESTABLISHED BY COMPANY. WE EXPRESSLY DISCLAIM ANY WARRANTY THAT USE OF THE FORUM AND PLATFORM WILL ALWAYS BE COMPLETELY ACCURATE, RELIABLE, OR ERROR-FREE; THAT ACCESS TO THE FORUM, PLATFORM, AND SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, BUG-FREE, VIRUS-FREE, FREE OF DEFECTS, OR FREE OF TECHNICAL PROBLEMS; THAT ALL ERRORS, BUGS, OR DEFECTS CAN AND WILL BE CORRECTED; THAT CONTENT UPLOADED OR DATA COLLECTED OR GENERATED BY THE FORUM OR PLATFORM WILL NEVER BE LOST; THAT COMMUNICATIONS ON THE FORUM WILL BE ACCURATE, RELIABLE, USEFUL, INOFFENSIVE, UNOBJECTIONABLE, OR OTHERWISE APPROPRIATE; OR THAT COMPANY WILL MEET ALL OF YOUR NEEDS. COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, OR REPRESENTATIONS WITH RESPECT TO THE FORUM, PLATFORM AND THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
YOU AND BUYER ACKNOWLEDGE AND AGREE THAT THE FORUM MAY EXPOSE VIEWERS TO CONTENT FROM A VARIETY OF SOURCES THAT DOES NOT NECESSARILY REFLECT THE VIEWS OF COMPANY OR COMPANY’S SOFTWARE LICENSORS AND THIRD-PARTY SERVICE PROVIDERS. ACCORDINGLY, YOU AND BUYER EXPRESSLY AGREE THAT COMPANY IS NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, RELIABILITY, OR INTELLECTUAL PROPERTY RIGHTS OF SUCH CONTENT. ALSO, YOU ACKNOWLEDGE AND AGREE THAT SUCH CONTENT MAY BE INACCURATE, OFFENSIVE, OR OBJECTIONABLE, AND THAT COMPANY IS NOT RESPONSIBLE AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE PUBLISHED CONTENT ON THE FORUM AND PLATFORM, AS WELL AS ANY AND ALL RESPONSIBILITY FOR MONITORING THE PUBLISHED CONTENT ON THE FORUM AND PLATFORM.
PARTICIPATING IN ANY ONLINE FORUM OR PLATFORM WHERE YOU INTERACT WITH INDIVIDUALS THAT YOU DO NOT KNOW ALWAYS INVOLVES SOME RISK OF PHYSICAL INJURY OR DEATH. WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR THE CONDUCT AND BEHAVIOR OF ANY THIRD PARTY YOU INTERACT WITH AND FOR ANY RISK OF BODILY INJURY OR DEATH ARISING IN CONNECTION WITH OUR PLATFORM FUNCTIONALITIES AND FEATURES.
(c) Consequential Damages. NEITHER COMPANY NOR ANY OF OUR SOFTWARE LICENSORS OR THIRD-PARTY SERVICE PROVIDERS SHALL IN ANY EVENT BE LIABLE TO YOU OR BUYER FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PUBLISHED CONTENT, LOSS OF DATA, WINS, PROFITS, OR OTHER FINANCIAL LOSSES; LOSS OF HANDS, TOURNAMENTS OR OTHER BUSINESS OPPORTUNITIES; THE QUALITY OR NATURE OF PUBLISHED CONTENT OR COMMUNICATIONS; COSTS OF PROCUREMENT OR REPLACEMENT GOODS AND SERVICES, COVER, OR RELIANCE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE DELIVERY, USE, PERFORMANCE, OR INTERRUPTION OF THE FORUM OR PLATFORM, THE HARDWARE DEVICES, OR THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, THIRD PARTY CLAIMS, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CONSEQUENTIAL DAMAGES; THIS SECTION APPLIES ONLY TO THE EXTENT AVAILABLE BY APPLICABLE LAW.
(d) Limitation of Liability. Our total, cumulative liability to Buyer from all causes of action and under all theories of liability in the aggregate shall be limited to the total amount of all fees paid by Buyer to Qualified Seller in the twelve (12) month period immediately preceding the claim pursuant to these Terms of Service. This limitation shall apply notwithstanding the failure of the essential purpose of any remedy thereunder.
(e) Class Action Waiver. BY ENTERING INTO THESE TERMS OF SERVICE, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES TO WAIVE ANY AND ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION AGAINST COMPANY AND OUR SELLERS, SOFTWARE LICENSORS, AND THIRD-PARTY SERVICE PROVIDERS IN A COURT OR ARBITRATION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT TO BE AGAINST PUBLIC POLICY. BUYER FURTHER AGREES THAT HE OR SHE MAY BRING DISPUTES AGAINST COMPANY OR ANY SELLER OR OUR SOFTWARE LICENSORS AND THIRD PARTY SERVICE PROVIDERS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. TO THE EXTENT YOU ARE PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST COMPANY, ANY SELLER, OR ANY SOFTWARE LICENSOR OR THIRD-PARTY SERVICE PROVIDER, YOU AGREE THAT (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT) AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
(f) Release of Claims. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUYER HEREBY RELEASES AND WAIVES ALL CLAIMS AGAINST COMPANY AND OUR OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AGENTS, SOFTWARE LICENSORS, AND THIRD PARTY SERVICE PROVIDERS FROM ANY AND ALL LIABILITY FOR CLAIMS, DAMAGES (ACTUAL AND CONSEQUENTIAL), COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND ATTORNEYS FEES) OF EVERY KIND AND NATURE ARISING FROM OR IN ANY WAY RELATED TO COMPANY, THE FORUM, PLATFORM, OR THE SERVICES. YOU UNDERSTAND THAT ANY MATTER COVERED BY THIS RELEASE MAY BE FOUND TO BE OTHER THAN NOW BELIEVED TO BE TRUE AND ACCEPT AND ASSUME THE RISK OF SUCH POSSIBLE DIFFERENCES IN FACT.
(g) Indemnification. BUYER HEREBY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY AND OUR OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AGENTS, SOFTWARE LICENSORS, AND THIRD-PARTY SERVICE PROVIDERS (AND THEIR COLLECTIVE SUBSIDIARIES, AFFILIATES, OFFICERS, FACULTY, STUDENTS, FELLOWS, GOVERNING BOARD MEMBERS, AGENTS AND EMPLOYEES, TO THE EXTENT APPLICABLE) FROM ANY AND ALL LIABILITY FOR CLAIMS, DAMAGES (ACTUAL AND CONSEQUENTIAL), AND COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND ATTORNEYS FEES) OF EVERY KIND AND NATURE ARISING FROM OR IN ANY WAY RELATED TO THE USE OF THE FORUM, THE PLATFORM, AND THE SERVICES, INCLUDING BUT NOT LIMITED TO (A) ANY INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (B) ANY VIOLATION OF OUR ACCEPTABLE USE POLICY; (C) ANY VIOLATION OF A STATE, FEDERAL, OR INTERNATIONAL REGULATION OR OTHER APPLICABLE LAW; (D) ANY LEGAL DISPUTE OR OTHER DAMAGE, LOSS OR INJURY ARISING FROM AN INTRODUCTION TO A BUYER MADE VIA THIS FORUM; (E) ANY MISAPPROPRIATION OF COMPANY OR ANY THIRD PARTY’S TRADE SECRETS; (F) ANY CLAIMS REGARDING PRODUCTS OR SERVICES PURCHASED FROM A SELLER, WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, OR ANY OTHER AVAILABLE CLAIM; (G) ANY CHARGEBACK-RELATED CLAIMS BY A SELLER OR MERCHANT PROCESSOR; AND (H) ANY OTHER CLAIMS BY BUYER OR ANY THIRD PARTY WHICH ARISE AS A RESULT OF YOUR ACCESS AND USE OF THIS FORUM.
(a) Entire Understanding. These Terms of Service, along with the any other web pages linked hereto, contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral. There are no restrictions, promises, covenants, or understandings other than those expressly set forth herein, and no rights or duties on the part of either Party are to be implied or inferred beyond those expressly provided for.
(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to conflicts of law principles.
(c) Dispute Resolution. All disputes or controversies arising out of or in connection with these Terms of Service, their interpretation, performance, or termination, shall be submitted to binding arbitration in Clark County, Nevada, USA under the applicable consumer or commercial Rules of the American Arbitration Association, as appropriate. The proceeding shall be conducted in the English language with a single arbitrator and the costs of the arbitration, including administrative and arbitrators’ fees, shall be shared equally by the Parties. Each Party shall bear its own costs and attorneys’ and witnesses’ fees. The arbitration award shall be final, and each Party shall comply in good faith and submit itself to the jurisdiction of the appropriate courts for the sole purpose of the entry of such arbitrator’s award to render effective such arbitration decision. Notwithstanding the foregoing, judgment on the award by the arbitrator may be entered in any court having jurisdiction. If judicial enforcement or review of the arbitrator’s decision is sought, the prevailing Party shall be entitled to costs and reasonable attorneys’ fees.
(d) Severance. If any provision of these Terms of Service is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The Parties agree to negotiate and amend in good faith such provision in a manner consistent with the intentions of the Parties as expressed in these Terms of Service, if any invalid or unenforceable provision affects the consideration of either Party.
(e) Assignment. These Terms of Service shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Neither Party may assign the terms or conditions set forth herein to a third party except that Company may transfer its rights and obligations to a successor in the event of a merger or a purchase of all or substantially all of Company’s assets; provided, however, that such transfer may only occur if the assignee agrees to be bound by each of the terms of these Terms of Service.
(f) Notices. All notices provided in connection with these Terms of Service will be in writing, and will be delivered by (i) certified or registered mail, postage prepaid and return receipt requested at the designated address listed in the Buyer registration, or (ii) courier and will be deemed effective upon receipt by the authorized representative and the address set forth above, or (iii) at such other addresses as the Parties may designate by written notice to each other.
(g) Waiver. No waiver by either Party of any breach of these Terms of Service, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission on the part of either Party to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.
(h) Third Parties. We do not screen or run any criminal, employment, or other background checks on individuals or businesses selling products and services through this Forum and/or Platform, nor do we monitor their activities or interactions with buyers. Any interactions with any third party through this Forum and/or Platform are solely between Buyer and such third party. Buyer is solely responsible for exercising good business judgment, common sense, and reasonable caution in any dealing with any third party with whom Buyer is connected through this Forum and/or Platform. Buyer agrees that we will not be responsible or liable for any loss, damage, bodily injury, or other any liabilities incurred as a result of such interactions with such third parties. Buyer assumes the sole and absolute risk of loss, injury, damage, and liability of his or her interaction with any third party linked to this Forum and/or Platform.
(i) Conflicts. In the event of any conflict between the terms and conditions of these Terms of Service and any linked web page incorporated herein by reference, the terms set forth in these Terms of Service shall control.
Effective Date: February 12, 2024
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